BRADLEES INC, 305B2, 1999-01-28

BRADLEES INC
305B2, 1999-01-28
VARIETY STORES

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<PAGE>

---------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------
FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
--------------------

IBJ WHITEHALL BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)

New York 13-6022258
(Jurisdiction of incorporation or (I.R.S. employer identification No.)
organization if not a U.S. national bank)

One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)

LUIS PEREZ, ASSISTANT VICE PRESIDENT
IBJ WHITEHALL BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)

BRADLEES, INC. and
BRADLEES STORES, INC.
(Exact name of Registrant as specified in its charter)

Bradlees, Inc. - Massachusetts 04-3156108
Bradlees Stores, Inc. - Massachusetts 04-3220855
(State or other jurisdiction of (I.R.S. employer identification No.)
incorporation or organization)

One Bradlees Circle
Braintree, Massachusetts 02184
(Address of principal executive offices) (Zip code)

9% Secured Convertible Notes Due 2004
--------------------
(Title of indenture securities)
<PAGE>

Item 1. General information

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising
authority to which it is subject.

New York State Banking Department
Two Rector Street
New York, New York

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of New York
Second District,
33 Liberty Street
New York, New York

(b) Whether it is authorized to exercise corporate trust
powers.

Yes

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe
each such affiliation.

The obligor is not an affiliate of the trustee.

Item 13. Defaults by the Obligor.

(a) State whether there is or has been a default with respect
to the securities under this indenture. Explain the
nature of any such default.

None
<PAGE>

(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities, of the
obligors are outstanding, or is trustee for more than one
outstanding series of securities under the indenture,
state whether there has been a default under any such
indenture or series, identify the indenture or series
affected, and explain the nature of any such default.

None

Item 16. List of exhibits.

List below all exhibits filed as part of this statement
of eligibility.

1. A copy of the Charter of IBJ Whitehall Bank & Trust Company (formerly
known as IBJ Schroder Bank & Trust Company) as amended to date.

*2. A copy of the Certificate of Authority of the trustee to
Commence Business (Included in Exhibit 1 above).

*3. A copy of the Authorization of the trustee to exercise corporate
trust powers, as amended to date (See Exhibit 4 to Form T-1,
Securities and Exchange Commission File No. 22-19146).

*4. A copy of the existing By-Laws of the trustee, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange Commission File
No. 22-19146).

5. Not Applicable

6. The consent of United States institutional trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.

* The Exhibits thus designated are incorporated herein by reference as exhibits
hereto. Following the
<PAGE>

description of such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.

NOTE
----

In answering any item in this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor and its directors or officers,
the trustee has relied upon information furnished to it by the obligor.

Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of
all facts on which to base responsive answers to Item 2, the answer to said Item
is based on incomplete information.

Item 2, may, however, be considered as correct unless amended by an amendment to
this Form T-1.

Pursuant to General Instruction B, the trustee has responded to Items 1, 2 and
16 of this form since to the best knowledge of the trustee as indicated in Item
13, the obligor is not in default under any indenture under which the applicant
is trustee.
<PAGE>

SIGNATURE
---------

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, IBJ Whitehall Bank & Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility & qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 25th day of January, 1999.

IBJ WHITEHALL BANK & TRUST COMPANY

By: ________________________________
Luis Perez
Assistant Vice President
<PAGE>

SIGNATURE
---------

IBJ WHITEHALL BANK & TRUST COMPANY

By: /s/Luis Perez
-------------------------------
Luis Perez
Assistant Vice President

<PAGE>

State of New York

BANKING DEPARTMENT

I, ROBERT H. McCORMICK, Deputy Superintendent of Banks of the State of New York,

DO HEREBY APPROVE the annexed certificate entitled "Certificate of Amendment of

the Organization Certificate of IBJ SCHRODER BANK & TRUST COMPANY under Section

8005 of the Banking Law" DATED APRIL 2, 1929, providing for a change of name

from: "IBJ SCHRODER BANK & TRUST COMPANY"

to: "IBJ WHITEHALL BANK & TRUST COMPANY"

IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the official
seal of the Banking Department at
New York, New York, this
4TH day of JANUARY 1999.

/s/ ROBERT H. McCORMICK
-------------------------------
ROBERT H. McCORMICK
Deputy Superintendent of Banks

<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF IBJ SCHRODER BANK & TRUST COMPANY
UNDER SECTION 8005 OF THE BANKING LAW

We, the undersigned, Dennis G. Buchert, President and Chief Executive
Officer, and Jean Zimmerman, Secretary of IBJ Schroder Bank & Trust Company, do
hereby certify:

1. The name of the corporation is IBJ Schroder Bank & Trust Company (the
"Bank"). The name under which the corporation was originally formed was J. Henry
Schroder Trust Company.

2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on April 2, 1929.

3. Paragraph "First" of the Organization Certificate, as amended, which
now provides that the name of the Trust Company is IBJ Schroder Bank & Trust
Company, is hereby further amended, effective January 1, 1999, to read as
follows:

"First. The name of the Trust Company is
IBJ Whitehall Bank & Trust Company."

IN WITNESS WHEREOF, we have signed and verified this Certificate as of
this 17th day of December 1998.

/s/ Dennis G. Buchert
-------------------------------------
Dennis G. Buchert
President and Chief Executive Officer

/s/ Jean Zimmerman
-------------------------------------
Jean Zimmerman
Secretary

Sworn to before me this
17th day of December 1998.

/s/ Aileen V. Burnes
- ----------------------------
Notary Public

Aileen V. Burnes
Notary Public, State of New York
No. 60-4969531
Qualified in Westchester County
Commission Expires July 16, 2000

<PAGE>

EXHIBIT 1

State of New York,

Banking Department

I, Robert H. McCormick, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed certificate entitled "Certificate of Amendment of
the Organization Certificate of IBJ SCHRODER BANK & TRUST COMPANY under Section
8005 of the Banking Law" dated June 14, 1995, providing for a decrease of
capital stock from $97,361,400.00 consisting of 169,443 shares with a par value
of $100.00 each designated as Voting Common Stock, 304,171 shares with a par
value of $100.00 each designated as Non-voting Common Stock and 500,000 shares
with a par value of $100.00 each designated as Series A Non-cumulative Perpetual
Preferred Stock to $35,538,000.00 consisting of 169,443 shares with a par value
of $100.00 each designated as Voting Common Stock and 185,937 shares with par
value of $100.00 each designated as Non-voting Common Stock.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the Banking Department at New York, New York, this 21th day of June in the Year
of our Lord one thousand nine hundred and ninety-five

/s/ Robert H. McCormick
-------------------------------
[SEAL] Deputy Superintendent of Banks.

<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF IBJ SCHRODER BANK & TRUST COMPANY
UNDER SECTION 8005 OF THE BANKING LAW

We, the undersigned, Donald H. McCree, Jr., President and Chief
Executive Officer, and Jean Zimmerman, Secretary of IBJ Schroder Bank & Trust
Company, do hereby certify:

1. The name of the corporation is IBJ Schroder Bank & Trust Company
(the "Trust Company"). The name under which the corporation was originally
formed was J. Henry Schroder Trust Company.

2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on April 2, 1929.

3. Paragraph "Third" of the Organization Certificate, as amended,
which now provides:

"Third. The amount of capital stock of the Trust Company is Ninety-
Seven Million Three Hundred Sixty-One Thousand Four Hundred Dollars
($97,361,400) divided into one hundred sixty-nine thousand four
hundred forty-three (169,443) shares of the par value of One Hundred
Dollars ($100) each of voting Common Stock ("Voting Common Stock"),
three hundred four thousand one hundred seventy-one (304,171) shares
of the par value of One Hundred Dollars ($100) each of Non-voting
Common Stock ("Non-voting Common Stock"), and five hundred thousand
(500,000) shares of the par value of One Hundred Dollars ($100) each
of Series A Non-cumulative Perpetual Preferred Stock ("Series A
Preferred Stock").

The following is a statement of the designation and powers,
preferences and rights, and the qualifications, limitations or
restrictions thereof, in respect to the Series A Preferred Stock:

I. SERIES A PREFERRED STOCK.

1. Dividends. (a) The holders of Series A Preferred Stock shall be
entitled to receive preferential dividends when, as and if declared
by the Trust Company's Board of Directors.
<PAGE>

(b) When declared by the Board of Directors of the Trust
Company, dividends on the Series A Preferred Stock shall be payable
annually on March 1 of each year (the "Dividend Payment Date").
Dividends shall be paid by mailing the Trust Company's good check in
the proper amount to each holder of record of Series A Preferred
Stock at such holder's address as it appears on the Trust Company's
stock register at least five (5) days prior to the due date of each
dividend or otherwise transferring funds so as to be received by
such holder on the due date of such dividend.

(c) Dividends on each share of Series A Preferred Stock shall
be calculated at the rate and in the manner prescribed herein from
and including the date of issuance of such share of Series A
Preferred Stock. Dividends shall be calculated as of each Dividend
Payment Date on each share of Series A Preferred Stock then
outstanding at the rate per annum (computed on the basis of a
360-day year and counting actual days elapsed) equal to the average
of the LIBO Rate on the two Reference Dates immediately preceding
the Dividend Payment Date. To the extent not declared on or before a
Dividend Payment Date, all dividends accrued on each share of Series
A Preferred Stock outstanding during the period from and including
the preceding Dividend Payment Date (or from and including the
original date of issuance of such share in the case of the initial
Dividend Payment Date after the date of issuance) shall not
cumulate, and may not thereafter be declared or paid.

(d) As used herein, "LIBO Rate" means the offered rate quoted
by the Trust Company to leading banks in the London interbank
Eurocurrency market for six-month deposits in United States Dollars,
in an amount equal to the aggregate par value of the Series A
Preferred Stock then outstanding, at 11:00 A.M. (London time) on a
Reference Date; and "Reference Date" means, with respect to any
Dividend Payment Date, (i) the last business day of the month of
August occurring six months before such Dividend Payment Date, and
(ii) the last business day of the month of February occurring 12
months before such Dividend Payment Date.

(e) Payments of dividends declared on Series A Preferred Stock
shall be distributed in equal amounts with respect to each
outstanding share of Series A Preferred Stock.

2
<PAGE>

dividends, unless on and as of the date of such declaration,
payment, distribution, repurchase or redemption the full amount of
dividends accrued for such year on all outstanding shares of Series
A Preferred Stock has been declared and paid.

2. Rights on Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Trust
Company, the assets of the Trust Company available for distribution
to stockholders shall be distributed and applied in the following
order of priority:

(a) First, the holders of Series A Preferred Stock shall be
entitled to receive payment of an amount in cash (the "Preferred
Liquidation Preference") equal to the sum of (i) $100 per share of
Series A Preferred Stock, plus (ii) the amount of all declared and
unpaid dividends thereon. The holders of series A Preferred Stock,
as such, shall not be entitled to any further payment.

(b) Second, if the assets of the Trust Company available for
distribution to stockholders exceed the aggregate amount of the
Preferred Liquidation Preference, then, after the payments required
by paragraph (a) above shall have been paid (or irrevocably set
aside) in full, the remainder of such assets shall be distributed to
the holders of Voting Common Stock and Non-voting Common Stock so
that an equal amount shall be paid with respect to each outstanding
share thereof.

3. Voting Rights. Except as otherwise required by law, the
shares of Series A Preferred Stock shall have no voting rights.

is hereby amended to read as follows:

"Third. The amount of capital stock of the Trust Company is Thirty-
Five Million Five Hundred and Thirty-Eight Thousand Dollars
($35,538,000) divided into one hundred sixty-nine thousand four
hundred forty-three (169,443) shares of the par value of One Hundred
Dollars ($100) each of voting Common Stock ("Voting Common Stock")
and one hundred eighty-five thousand nine hundred and thirty-seven
(185,937) shares of the par value of One Hundred Dollars ($100) each
of Non-Voting Common Stock ("Non-Voting Common Stock").

4. The foregoing amendment was approved by the Board of Directors of
the Trust Company at a meeting duly called and held on November 7, 1994 and by
the unanimous written consent of the stockholders of the Trust Company pursuant
to Section 6015 of the Banking Law.

3
<PAGE>

IN WITNESS WHEREOF, we have signed and verified this Certificate
this 14th day of June, 1995.

/s/ Donald H. McCree, Jr.
--------------------------
Donald H. McCree, Jr.
President and Chief
Executive Officer

/s/ Jean Zimmerman
--------------------------
Jean Zimmerman
Secretary

Sworn to before me this 14th day of June, 1995.

/s/ Linda R. Gannattasio
- ------------------------
Notary Public

LINDA R. GANNATTASIO
NOTARY PUBLIC, State of New York
No. 4794201
Qualified in Nassau County
Certificate filed in New York County
Commission Expires 10/31/95

4
<PAGE>

State of New York,

Banking Department

I, CARMINE M. TENGA, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF IBJ SCHRODER BANK & TRUST COMPANY
Under Section 8005 of the Banking Law" dated June 30, 1993, providing for an
increase of capital stock from $47,361,400, consisting of 169,443 shares with a
par value of $100.00 each designated as Voting Common Stock and 304,171 shares
with a par value of $100.00 each designated as Non-voting Common Stock to
$97,361,400 consisting of 169,443 shares with a par value of $100.00 each
designated as Voting Common Stock, 304,171 shares with a par value of $100.00
each designated as Non-voting Common Stock and 500,000 shares with a par value
of $100.00 each designated as Series A Non-cumulative Perpetual Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York, this 30th day of June in the Year of our Lord one thousand nine hundred
and ninety-three

/s/ Carmine M. Tenga
-------------------------------
Deputy Superintendent of Banks.
<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF IBJ SCHRODER BANK & TRUST COMPANY
UNDER SECTION 8005 OF THE BANKING LAW

We, the undersigned, Donald H. McCree, Jr., President and Chief
Executive Officer, and Jean Zimmerman, Secretary of IBJ Schroder Bank & Trust
Company, do hereby certify:

1. The name of the corporation is IBJ Schroder Bank & Trust Company
(the "Trust Company"). The name under which the corporation was originally
formed was J. Henry Schroder Trust Company.

2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on April 2, 1929.

3. Paragraph "Third" of the Organization Certificate, as amended,
which now provides:

"Third. The amount of capital stock of the Trust Company is
Forty-Seven Million Three Hundred Sixty-One Thousand Four Hundred
Dollars ($47,361,400) divided into one hundred sixty-nine thousand
four hundred forty-three (169,443) shares of the par value of One
Hundred Dollars ($100) each of voting Common Stock, and (304,171)
shares of the par value of One Hundred Dollars ($100) each of
Non-voting Common Stock."

is hereby amended to read as follows:

seventy-one (304,171) shares of the par value of One Hundred Dollars
($l00) each of Non-voting Common Stock ("Non-voting Common Stock"),
and five hundred thousand (500,000) shares of the par value of One
Hundred Dollars ($100) each of Series A Non-cumulative Perpetual
Preferred Stock ("Series A Preferred Stock").

The following is a statement of the designations and
powers, preferences and rights, and the qualifications, limitations
or restrictions thereof, in respect of the Series A Preferred Stock:

I. SERIES A PREFERRED STOCK.

1. Dividends. (a) The holders of Series A Preferred
Stock shall be entitled to receive preferential dividends when, as
and it declared by the Trust Company's Board of Directors.

(c) Dividends on each share of Series A Preferred Stock
shall be calculated at the rate and in the manner prescribed herein
from and including the date of issuance of such share of Series A
Preferred Stock. Dividends shall be calculated as of each Dividend
Payment Date on each share of Series A Preferred Stock then
outstanding at the rate per annum (computed on the basis of a
360-day year and counting actual days elapsed) equal to the average
of the LIBO Rate on the two Reference Dates immediately preceding
the Dividend Payment Date. To the extent not declared on or before a
Dividend Payment Date, all dividends accrued on each share of Series
A Preferred Stock outstanding during the period from

-2-
<PAGE>

and including the preceding Dividend Payment Date (or from and
including the original date of issuance of such share in the case of
the initial Dividend Payment Date after the date of issuance) shall
not cumulate, and may not thereafter be declared or paid.

(d) As used herein, "LIBO Rate" means the offered rate
quoted by the Trust Company to leading banks in the London interbank
Eurocurrency market for six-month deposits in United States Dollars,
in an amount equal to the aggregate par value of the Series A
Preferred Stock then outstanding, at 11:00 A.M. (London time) on a
Reference Date; and "Reference Date" means, with respect to any
Dividend Payment Date, (i) the last business day of the month of
August occurring six months before such Dividend Payment Date, and
(ii) the last business day of the month of February occurring 12
months before such Dividend Payment Date.

(e) Payments of dividends declared on Series A Preferred
Stock shall be distributed in equal amounts with respect to each
outstanding share of Series A Preferred Stock.

(f) So long as any Series A Preferred Stock is
outstanding, during any year ending on March 1 no dividend or
distribution shall be declared, paid or made on, and there shall be
no purchase or redemption of, any Voting Common Stock, Non-voting
Common Stock or other shares of capital stock of any class or series
junior to the Series A Preferred Stock with respect to dividends,
unless on and as of the date of such declaration, payment,
distribution, repurchase or redemption the full amount of dividends
accrued for such year on all outstanding shares of Series A
Preferred Stock has been declared and paid.

2. Rights on Liquidation. In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Trust
Company, the assets of the Trust Company available for distribution
to stockholders shall be distributed and applied in the following
order of priority:

(a) First, the holders of Series A Preferred Stock shall
be entitled to receive payment of an amount in cash (the "Preferred

-3-
<PAGE>

Liquidation Preference") equal to the sum of (i) $100 per share of
Series A Preferred Stock, plus (ii) the amount of all declared and
unpaid dividends thereon. The holders of series A Preferred Stock,
as such, shall not be entitled to any further payment.

(b) Second, if the assets of the Trust Company available
for distribution to stockholders exceed the aggregate amount of the
Preferred Liquidation Preference, then, after the payments required
by paragraph (a) above shall have been paid (or irrevocably set
aside) in full, the remainder of such assets shall be distributed to
the holders of Voting Common Stock and Non-voting Common Stock so
that an equal amount shall be paid with respect to each outstanding
share thereof.

3. Voting Rights. Except as otherwise required by law,
the shares of Series A Preferred Stock shall have no voting rights.

4. The foregoing amendment was approved by the Board of Directors of
the Trust Company at a meeting duly called and held on June 23, 1993 and by the
unanimous written consent of the stockholders of the Trust Company pursuant to
Section 6015 of the Banking Law.

-4-
<PAGE>

IN WITNESS WHEREOF, we have signed and verified this Certificate
this 30th day of June, 1993.

/s/ Donald H. McCree, Jr.
--------------------------
Donald H. McCree, Jr.
President and Chief
Executive Officer

/s/ Jean Zimmerman
--------------------------
Jean Zimmerman
Secretary

Sworn to before me this 30th day of June, 1993.

/s/ Denise Masiello
- -------------------
Notary Public

DENISE MASIELLO
NOTARY PUBLIC, State of New York
No. 41-7750156
Qualified in Queens County
Cert. Filed in New York County
Commission Expires July 31, 1994

-5-
<PAGE>

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

JEAN ZIMMERMAN, being duly sworn, deposes
and says that she is the Secretary of IBJ
Schroder Bank & Trust Company, the
corporation described in the foregoing
certificate; that she has read the
foregoing certificate and knows the
contents thereof, and that the statements
therein contained are true.

/s/ Jean Zimmerman
------------------------------------
Jean Zimmerman
Secretary

Sworn to before me this 30th day of June, 1993.

/s/ Denise Masiello
- -------------------
Notary Public

DENISE MASIELLO
NOTARY PUBLIC, State of New York
No. 41-7750156
Qualified in Queens County
Cert. Filed in New York County
Commission Expires July 31, 1994

Counterpart Filed in the
Office of the Superintendent of
Banks, State of New York,
This 30th day of June, 1993

-6-
<PAGE>

State of New York,

Banking Department

I, CARMINE M. TENGA, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "Certificate of
Amendment of the Organization Certificate of IBJ Schroder Bank & Trust Company
under Section 8005 of the Banking Law" dated February 19, 1993, providing for an
increase in the amount of capital stock from $46,684,200, consisting of 169,443
shares with a par value of $100.00 each designated as Voting Common Stock and
297,399 shares with a par value of $100.00 each designated as Non-voting Common
Stock to $47,361,400 consisting of 169,443 shares with a par value of $100.00
each designated as Voting Common Stock, and 304,171 shares with a par value of
$100.00 each designated as Non-voting Common Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York, this 19th day of February in the Year of our Lord one thousand nine
hundred and ninety-three

/s/ Carmine M. Tenga
-------------------------------
Deputy Superintendent of Banks.
<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF IBJ SCHRODER BANK & TRUST COMPANY
UNDER SECTION 8005 OF THE BANKING LAW

We, the undersigned, Donald H. McCree, Jr., President and Chief
Executive officer, and Jean Zimmerman, Secretary of IBJ Schroder Bank & Trust
Company, do hereby certify:

1. The name of the corporation is IBJ Schroder Bank & Trust Company
(the "Trust Company"). The name under which the corporation was originally
formed was J. Henry Schroder Trust Company.

2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on April 2, 1929.

3. Paragraph "Third" of the Organization Certificate, as amended,
which now provides:

"Third. The amount of capital stock of the Trust Company is
Forty-Six Million Six Hundred Eighty-Four Thousand Two Hundred
Dollars ($46,684,200) divided into one hundred sixty-nine thousand
four hundred forty-three (169,443) shares of the par value of One
Hundred Dollars ($100) each of voting Common Stock, and two hundred
ninety-seven thousand three hundred ninety-nine (297,399) shares of
the par value of One Hundred Dollars ($100) each of Non-voting
Common Stock."

is hereby amended to read as follows:

"Third. The amount of capital stock of the Trust Company is
Forty-Seven Million Three Hundred Sixty-One Thousand Four Hundred
Dollars ($47,361,400) divided into one hundred sixty-nine thousand
four hundred forty-three (169,443) shares of the par value of One
Hundred Dollars ($100) each of voting Common Stock, and three
hundred four thousand one hundred seventy-one (304, 171) shares of
the par value of One Hundred Dollars ($100) each of Non-Voting
Common Stock."
<PAGE>

4. The foregoing amendment was approved by the Board of Directors of
the Trust Company at a meeting duly called and held on September 23, 1992 and by
the unanimous written consent of the stockholders of the Trust Company pursuant
to Section 6015 of the Banking Law.

IN WITNESS WHEREOF, we have signed and verified this Certificate
this 19th day of February, 1993.

/s/ Donald H. McCree, Jr.
--------------------------
Donald H. McCree, Jr.
President and Chief
Executive Officer

/s/ Jean Zimmerman
--------------------------
Jean Zimmerman
Secretary

Sworn to before me this 19th day of February, 1993.

/s/ Emma McCorkle
- -----------------
Notary Public

EMMA McCORKLE
NOTARY PUBLIC, State of New York
No. 41-4984312
Qualified in Queens County
Commission Expires July 22, 1993

-2-
<PAGE>

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

Jean Zimmerman, being duly sworn, deposes
and says that she is the Secretary of IBJ
Schroder Bank & Trust Company, the
corporation described in the foregoing
certificate; that she has read the
foregoing certificate and knows the
contents thereof, and that the statements
therein contained are true.

/s/ Jean Zimmerman
-----------------------------------------
Jean Zimmerman
Secretary

Sworn to before me this
19th day of February, 1993

/s/ Emma McCorkle
- --------------------------
Notary Public

EMMA McCORKLE
NOTARY PUBLIC, State of New York
No. 41-4984312
Qualified in Queens County
Commission Expires July 22, 1993
<PAGE>

State of New York,

Banking Department

I, Peter M. Philbin Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "Certificate of
Amendment of the Organization Certificate of IBJ SCHRODER BANK & TRUST COMPANY
under Section 8005 of the Banking Law" dated February 18, 1987, providing for an
increase of capital stock from $46,250,200, to $46,684,200.00.

In Witness Whereof, I have hereunto set
my hand and affixed the official seal of
the Banking Department at New York, New
York, this 9th day of March 1987

/s/ Peter M. Philbin
----------------------------------------
Superintendent of Banks
<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF IBJ SCHRODER BANK & TRUST COMPANY
UNDER SECTION 8005 OF THE BANKING LAW

We, the undersigned, Peter Rona, President, and Stephen E. Davis,
Secretary, of IBJ Schroder Bank & Trust Company, do hereby certify:

1. The name of the corporation is IBJ Schroder Bank & Trust Company
(the "Bank"). The name under which the corporation was originally formed was J.
Henry Schroder Trust Company.

2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on April 2, l929.

3. Paragraph "Third" of the Organization Certificate, as amended,
which now provides that the authorized capital is:

Forty-six Million Two Hundred Fifty Thousand Two Hundred Dollars
($46,250,200), divided into one hundred sixty-nine thousand four
hundred forty-three (169,443) shares of the par value of One Hundred
Dollars ($100) each, of Voting Common Stock, and two hundred ninety
three thousand and fifty-nine (293,059)

Counterpart filed in the Office of the Superintendent of Banks, State of New
York, this 9 day of March 1987
<PAGE>

shares of the par value of One Hundred Dollars ($100) each, of
Non-voting Common Stock, is hereby amended to read as follows:

"Third. The amount of capital stock of the Trust Company is
Forty-Six Million Six Hundred Eighty-Four Thousand Two Hundred
Dollars ($46,624,200) divided into one hundred Sixty-nine
thousand four hundred forty-three (169,443) shares of the par
value of One Hundred Dollars ($100) each of voting Common
Stock, and two hundred ninety-seven thousand three hundred
ninety-nine (297,399) shares of the par value of One Hundred
Dollars ($100) each of Non-voting Common Stock."

5. The foregoing amendment was approved by the board of Directors of
the Bank at a meeting duly called and held on December 17, 1986 and by the
unamimous written consent of the stockholders of the Bank, dated as of February
18, 1987, pursuant to Section 6015 of the Banking Law.

IN WITNESS WHEREOF, we have signed and verified this Certificate
this 18th day of February, 1987.

/s/ Peter Rona
--------------------
Peter Rona

/s/ Stephen E. Davis
--------------------
Stephen E. Davis
Secretary

Sworn to before me this 18th day of February, 1987.

Denise Masiello
- ---------------------------
Notary Public

DENISE MASIELLO
NOTARY PUBLIC, State of New York
No. 41-7750155
Qualified in Queens County
Cert. Filed in New York County
Commission Expires July 31, 1988
<PAGE>

STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )

Stephen E. Davis, being duly sworn,
deposes and says that he is the Secretary
of IBJ Schroder Bank & Trust Company, the
corporation described in the foregoing
certificate; that he has read the
foregoing certificate and knows the
contents thereof, and that the statements
therein contained are true.

/s/ Stephen E. Davis
-----------------------------------------

Sworn to before me this
18th day of February, 1987

Denise Masiello
- --------------------------
Notary Public

DENISE MASIELLO
NOTARY PUBLIC, State of New York
No. 41-7750155
Qualified in Queens County
Cert. Filed in New York County
Commission Expires July 31, 1988
<PAGE>

State of New York,

Banking Department

I, PETER M. PHILBIN, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "Certificate of
Amendment of Organization Certificate of J. HENRY SCHRODER BANK & TRUST COMPANY
under Section 8005 of the Banking Law", dated December 12, 1986, providing for
(1) a change in the name from J. HENRY SCHRODER BANK & TRUST COMPANY to IBJ
SCHRODER BANK & TRUST COMPANY, to be effective as of January 1, 1987, and, (2)
providing for a change in the number of previously authorized shares of capital
stock from $19,888,600, divided into 169,443 shares of the par value of $100
each of Voting Common Stock, and 29,443 shares of the par value of $100 each of
Non-Voting Common Stock to $46,250,200, divided into 169,443 shares of the par
value of $100 each of Voting Common Stock, and 293,059 shares of the par value
of $100 each of Non-Voting Common Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York, this 22nd day of December in the Year of our Lord one thousand nine
hundred and eighty six.

/s/ Peter M. Philbin
-------------------------------
Deputy Superintendent of Banks.
<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF J. HENRY SCHRODER BANK & TRUST
COMPANY UNDER SECTION 8005 OF THE BANKING LAW

We, the undersigned, Peter Rona, President, and Stephen E. Davis,
Secretary, of J. Henry Schroder Bank & Trust Company, do hereby certify:

1. The name of the corporation is J. Henry Schroder Bank & Trust
Company (the "Bank"), the name under which the corporation was originally formed
was J. Henry Schroder Trust Company.

2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on April 2, 1929.

3. Paragraph First of the Organization Certificate as amended which
now provides that the name of the Trust Company is J. Henry Schroder Bank &
Trust Company, is hereby further amended, effective January 1, 1987, to read as
follows:

"First. The name of the Trust Company is IBJ Schroder Bank &
Trust Company."

4. Paragraph "Third" of the Organization Certificate, as amended,
which now provides that the authorized capital is:

Nineteen Million Eight Hundred Eighty-Eight Thousand Six Hundred
Dollars ($19,888,600), divided into one hundred sixty-nine thousand
four hundred forty-three
<PAGE>

(169,443) shares of the par value of One Hundred Dollars ($100)
each, of Voting Common Stock, and twenty-nine thousand four hundred
forty-three (29,443) shares of the par value of One Hundred Dollars
each, of Non-voting Common Stock, is hereby amended to read as
follows:

"Third. The amount of capital stock of the Trust Company is
Forty-Six Million Two Hundred Fifty Thousand Two Hundred Dollars
($46,250,200) divided into one hundred sixty-nine thousand tour
hundred forty-three (169,443) shares of the par value of One Hundred
Dollars ($100) each, of Voting Common Stock, and two hundred
ninety-three thousand fifty-nine (293,059) shares of the par value
of One Hundred Dollars ($100) each of Non-voting Common Stock."

5. The foregoing amendment was approved by the Board of Directors of
the Bank at a meeting duly called and held on October 15, 1986 and by the
unanimous written consent of the stockholders of the Bank, dated as of December
12, 1986, pursuant to Section 6015 of the Banking Law.

IN WITNESS WHEREOF, we have signed and verified this Certificate
this 12th day of December, 1986.

/s/ Peter Rona
--------------------
Peter Rona
President

Filed in the office of
the Superintendent of Banks
State of New York, this
12th day of December, 1986
- --------------------------- /s/ Stephen E. Davis
PRINCIPAL CLERK --------------------
Stephen E. Davis
Secretary

Sworn to before me this 12th day
of December, 1986

/s/ Denise Masiello
- --------------------------------
Notary Public

DENISE MASIELLO
NOTARY PUBLIC, State of New York
No. 41-7750155
Qualified in Queens County
Cert. Filed in New York County
Commission Expires July 31, 1988
<PAGE>

I, Peter M. Philbin Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled Certificate of
Amendment of the Organization Certificate of J. HENRY SCHRODER BANK & TRUST
COMPANY under Section 8005 of the Banking Law" dated June 25, 19 86, providing
for increase of capital stock from $ 14,000,000.00 to $ 19,888,600.00

In Witness Whereof, I have hereunto set
my hand and affixed the official seal of
the Banking Department at New York, NY,
this 9th day of July 1986

/s/ Peter M. Philbin
-----------------------------------------
Deputy Superintendent of Banks
<PAGE>

[SEAL]
STATE OF NEW YORK
BANKING DEPARTMENT
TWO RECTOR STREET
NEW YORK, N.Y. 10006

JILL M. CONSIOINE
SUPERINTENDENT OF BANKS

July 9, 1986

Mr. Stephen E. Davis
Secretary
J. Henry Schroder Bank & Trust Company
One State Street
New York, NY 10015

Dear Mr. Davis:

We are pleased to enclose three duplicate original copies of the
Certificate of Amendment of the Organization Certificate of the J. HENRY
SCHRODER BANK & TRUST COMPANY, with the approval of the Deputy Superintendent of
Banks attached, providing for an increase in capital stock from $14,000,000.00
represented by 140,000 shares of the par value of $100.00 each, to
$19,888,600.00 represented by 169,443 shares of the par value of $100.00 each of
voting Common stock and 29,443 shares of the same par value of Non-Voting Common
stock.

As required under Section 1003 of the Banking Law, we will file a copy of
the Certificate of Amendment of the Organization Certificate in the County
Clerk's office.

Please acknowledge receipt of the enclosures and send us two condensed
statements of condition, one as of the date immediately prior to the issuance of
the new shares and the other as of the close of business on the date on which
the entries were made on the books.

Very truly yours,

/s/ Thomas Weisfeld

Thomas Weisfeld
Assistant to Deputy
Superintendent

Enclosures
<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF J. HENRY SCHRODER BANK & TRUST
COMPANY UNDER SECTION 8005 OF THE BANKING LAW

We, the undersigned, Peter Rona, President, and Stephen E. Davis,
Secretary, of J. Henry Schroder Bank & Trust Company, do hereby certify:

1. The name of the corporation is J. Henry Schroder Bank &
Trust Company. The name under which the corporation was originally
formed was J. Henry Schroder Trust Company.

2. The Organization Certificate of the corporation was filed
by the Superintendent of Banks of the State of New York on April 2,
1929.

3. Paragraph "Third" of the Organization Certificate, as
amended, which now provides that the authorized capital is Fourteen
Million Dollars ($14,000,000), divided into one hundred forty
thousand (140,000) shares of the par value of One Hundred Dollars
($100) each, is hereby further amended to read as follows:

"Third. The amount of capital stock which the Trust Company is
hereafter to have is Nineteen Million Eight Hundred
Eighty-Eight Thousand Six Hundred Dollars ($19,888,600),
divided into One hundred sixty-nine thousand four hundred
forty-three (169,443) shares of the par value of One Hundred
Dollars ($100) each, of voting Common Stock, and twenty-nine
thousand four hundred forty-three (29,443) shares of the par
value of
<PAGE>

One Hundred Dollars each, of Non-voting Common Stock.

4. The foregoing amendment was approved by the Board of
Directors of the Trust Company at a meeting duly called and held on
June 25, 1986 and by the unanimous written consent of the
stockholders of the corporation, dated as of June 25, 1986, pursuant
to Section 6015 of the Banking Law.

IN WITNESS WHEREOF, we have signed and verified this Certificate
this 25th day of June, 1986.

/s/ Peter Rona
--------------------
Peter Rona
President

/s/ Stephen E. Davis
--------------------
Stephen E. Davis
Secretary

State of New York )
) ss.:
County of New York )

On this 25th day of June, in the year one thousand nine hundred and
eighty-six before me personally came Peter Rona and Stephen E. Davis to me
known, who being by me duly sworn, did depose and say that they reside at 114
East 36th Street, New York, New York 10016 and 130 Ridgewood Avenue, Glen Ridge,
New Jersey 07028, respectively, that they are the President and Secretary,
respectively, of J. Henry Schroder Bank & Trust Company, the corporation
described in, and which executed the foregoing instrument.

/s/ Denise Masiello
--------------------------------

DENISE MASIELLO
NOTARY PUBLIC, State of New York
No. 41-7750155
Qualified in Queens County
Cert. Filed in New York County
Commission Expires July 31, 1988

Counterpart Filed in the Office of the Superintendent of Banks, State of New
York, this 19 day of July 1986

-2-
<PAGE>

State of New York,

Banking Department

I, WILLIAM J. HEANEY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "Certificate of
Amendment of the Organization Certificate of Schroder Trust Company under
Section 8005 of the "Banking Law", dated November 23, 1977, providing for an
increase in previously authorized shares and an increase in the amount of
authorized capital stock from $3,000,000, divided into 30,000 shares of the par
value of $100 each, to $14,000,000, divided into 140,000 shares of the par value
of $100 each; and for a change in the name of the corporation from "Schroder
Trust Company" to "J. Henry Schroder Bank & Trust Company".

Witness, my hand and official seal of the Banking Department at the City of New
York, this 13th day of December in the Year of our Lord one thousand nine
hundred and seventy-seven.

/s/ William J. Heaney
----------------------------------------
Deputy Superintendent of Banks
<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF SCHRODER TRUST COMPANY UNDER
SECTION 8005 OF THE BANKING LAW

We, the undersigned, Martin B. Witschi, President and Marion G. H.
Gilliam, Secretary, of Schroder Trust Company, do hereby certify:

1. The name of the corporation is Schroder Trust Company. The name
under which the corporation was originally formed was J. Henry Schroder
Trust Company.

2. The Organization Certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on April 2, 1929.

3. Paragraph "Third" of the Organization Certificate, as amended,
which now provides that the authorized capital stock is Three Million
Dollars ($3,000,000), divided into thirty thousand (30,000) shares of the
par value of One Hundred Dollars ($100) each, is hereby further amended to
read as follows:

"Third. The amount of capital stock which the Trust
Company is hereafter to have is Fourteen Million Dollars
($14,000,000), divided into one hundred forty thousand
(140,000) shares of the par value of One Hundred Dollars
($100) each, all of which shall be of the same class."

4. The name of the corporation is hereby changed to J. HENRY
SCHRODER BANK & TRUST COMPANY.
<PAGE>

5. The foregoing amendments were approved by J. Henry Schroder
Banking Corporation and the Directors of the Corporation, who constitute
all the Stockholders of the Corporation, by their unanimous written
consent, dated as of November 23, 1977, pursuant to Section 6015 of the
Banking Law.

IN WITNESS WHEREOF, we have signed and verified this Certificate
this 23rd day of November, 1977.

/s/ Martin B. Witschi, President
----------------------------------------
Martin B. Witschi, President

/s/ Marion G. H. Gilliam, Secretary
----------------------------------------
Marion G. H. Gilliam, Secretary

Filed in the Office of the Superintendent
of Banks, State of New York, this
13th day of Dec. 1977

/s/ W. Therase
-----------------------------------------
Head Account Clerk

-2-
<PAGE>

State of New York,

Banking Department

I, FRANK WILLE. Superintendent of Banks of the State of New York DO HEREBY
APPROVE the annexed Certificate entitled "Certificate of Amendment of the
Organization Certificate of SCHRODER TRUST COMPANY under Section 8005 of the
Banking Law," dated August 23, 1965, providing for a change in the number of
Directors from the previously authorized number of not less than five (5) nor
more than fifteen (15), to not less than seven (7) nor more than sixteen (16).

Witness, my hand and official seal of the Banking Department at the City of
Albany, this 24th day of August in the Year of our Lord one thousand nine
hundred and sixty-five.

/s/ Frank Wille
----------------------------------------
Superintendent of Banks.
<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF SCHRODER TRUST COMPANY UNDER
SECTION 8005 OF THE BANKING LAW

We, the undersigned, R. Canon Clements, Executive Vice President,
and Peter C. A. Carpenter, Secretary, of Schroder Trust Company, do hereby
certify:

1. The name of the Corporation is Schroder Trust Company. The name
under which the Corporation was originally formed was J. Henry
Schroder Trust Company.

2. The Organization Certificate of the Company was filed by the
Superintendent of Banks of the State of New York on April 2, 1929.

3. The Organization Certificate as heretofore amended is hereby amended
to read as follows:

"That the number of Directors of the Company shall hereafter be not
less than seven (7) nor more than sixteen (16) as may be fixed by
the Board of Directors from time to time".

4. The foregoing amendment was duly authorized by vote of the holders
of a majority of all outstanding shares of the Company entitled to
vote thereon at a Special Meeting of the Stockholders held on August
18, 1965.

IN WITNESS WHEREOF, the undersigned have made and verified this
Certificate this 23rd day of August, 1965.

/s/ R. Canon Clements
-------------------------------------------
R. Canon Clements, Executive Vice President

/s/ Peter C.A. Carpenter
-------------------------------------------
(Seal) Peter C.A. Carpenter, Secretary
<PAGE>

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK) )

Peter C. A. Carpenter, being duly sworn, deposes and says that he is
Secretary of Schroder Trust Company, the corporation named in the foregoing
Certificate of Amendment; that he has read and signed said Certificate and knows
the contents thereof; and that the statements contained therein are true.

/s/ Peter C.A. Carpenter
-------------------------------------------
Peter C.A. Carpenter, Secretary

Sworn to before me this
23rd day of August, 1965.

/s/ Ilse G. Coe
- -------------------------
Notary Public

ILSE G. COE
Notary Public, State of New York
No. 24-0674650
Qualified in Kings County
Certificate Filed in New York County
Commission Expires March 30, 1967
<PAGE>

CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF SCHRODER TRUST
COMPANY DATED August 23, 1965.

<PAGE>

State of New York,

Banking Department

I, WILLIAM A. LYON, Superintendent of Banks of the State of New York, DO
HEREBY APPROVE the annexed certificate entitled "Certificate of Amendment of
Certificate of Incorporation of SCHRODER TRUST COMPANY pursuant to Section 36 of
the Stock Corporation Law" providing for an increase of its authorized capital
stock from One Million Dollars ($1,000,000) divided into ten thousand (10,000)
shares of capital stock of the par value of One Hundred Dollars ($100) each to
Three Million Dollars ($3,000,000) divided into thirty thousand (30,000) shares
of capital stock of the par value of One Hundred Dollars ($100) each.

Witness, my hand and official seal of the Banking Department at the City of
Albany, this 18th day of November in the Year of our Lord one thousand nine
hundred and fifty-four.

/s/ William A. Lyon
----------------------------------------
Superintendent of Banks.
<PAGE>

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF SCHRODER TRUST COMPANY

Pursuant to Section 36 of the Stock Corporation Law

We, the undersigned, Gerald F. Beal, President, and Henry Bauer,
Secretary, of Schroder Trust Company do hereby certify:

1. The name of the Company is Schroder Trust Company.

2. The name under which the Company was originally incorporated was
J. Henry Schroder Trust Company.

3. The Certificate of Incorporation was filed in the office of
Superintendent of Banks on the 2nd day of April, 1929 and in the office of the
Clerk of the County of New York on the 4th day of April, 1929.

4. The Certificate of Incorporation is hereby amended to effect one
or more of the changes authorized in subdivision two of Section 35 of the Stock
Corporation Law, to wit; to authorize new shares with par value, and to increase
the capital stock in conformity with the change of the number of the authorized
shares.

5. Paragraph "Third" of the Certificate of Incorporation, as amended
which now provides that the authorized capital stock is One Million Dollars
($1,000,000) divided into ten thousand (10,000) shares of the par value of One
Hundred Dollars ($100.) each, is hereby further amended to read as follows:

"Third. The Amount of capital stock which the Corporation is
hereafter to have is Three Million Dollars ($3,000,000), divided
into thirty thousand (30,000) shares of the par value of One Hundred
Dollars ($100.) each, all of which shall be of the same class."
<PAGE>

IN WITNESS WHEREOF, we have subscribed and acknowledged this
certificate in duplicate this 17th day of November, 1954.

/s/ Gerald F. Beal
------------------
President

/s/ Henry Bauer
------------------
Secretary
<PAGE>

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

GERALD F. BEAL, being duly sworn, deposes and says:

That he is the President of the Schroder Trust Company;

That the number of additional shares, not resulting from a change of
shares, which the Corporation is hereby authorized to issue is twenty thousand
(20,000) shares, that the number of such additional shares with par value is
twenty thousand (20,000) and that the par value thereof is One Hundred Dollars
($100.) per share; that no shares are hereby changed as provided in subparagraph
(5) of paragraph (c) of subdivision 2 of Section 35 of the Stock Corporation
Law; and that the number of shares, not resulting from a change of shares, of
which the par value is hereby increased is none.

/s/ Gerald F. Beal
------------------
<PAGE>

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

GERALD F. BEAL and HENRY BAUER being duly sworn, depose and say and
each for himself deposes and says: that GERALD F. BEAL is the President of
Schroder Trust Company and that HENRY BAUER is the Secretary of said Company,
that they have been authorized to execute and file the foregoing Certificate by
the votes, cast in person or by proxy, of the holders of record of a majority of
the outstanding shares entitled to vote thereon, that neither the Certificate of
Incorporation nor any other Certificate filed pursuant to Law requires a larger
proportion of votes, and that such votes were cast at a stockholders' meeting
held upon notice to every stockholder of record entitled to vote thereon, as
prescribed in Section 45 of the Stock Corporation Law, and that such meeting was
held on the 17th day of November, 1954.

/s/ Gerald F. Beal
------------------
President

/s/ Henry Bauer
------------------
Secretary

Subscribed to and sworn to before
me this 17th day of November, 1954.

LUDWIG R. TIETI
- -----------------------------------
Notary Public

LUDWIG R. TIETI
Notary Public, State of New York
No. 81-
Qualified in New York County
Commission Expires March 30, 1956
<PAGE>

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

On the 17th day of November, 1954 before me personally came Gerald
F. Beal and Henry Bauer to me known to be the persons described in and who
executed the foregoing certificate and severally duly acknowledged to me that
they executed the same.

/s/ Ludwig R. Tieti
--------------------
Notary Public

LUDWIG R. TIETI
Notary Public, State of New York
No. 81-
Qualified in New York County
Commission Expires March 30, 1956

<PAGE>

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION

SCHRODER TRUST COMPANY

Pursuant to Section 36 of the Stock Corporation Law

Filed in the office of the Superintendent
of Banks, State of New York, this
18 day of November 1954

/s/ R.P. Dalton, Jr.
--------------------

SULLIVAN & CROMWELL
48 WALL STREET
NEW YORK 5, N.Y.
<PAGE>

State of New York,

Banking Department

I, CHARLES H. SCHOCH, Deputy Superintendent of Banks of the State
of New York, DO HEREBY APPROVE of the change of name of J. Henry Schroder Trust
Company, located at New York, N.Y., to SCHRODER TRUST COMPANY, as provided for
in the foregoing certificate, in accordance with the provisions of Section 40 of
the General Corporation Law.

Witness, my hand and official seal at the City of Albany, this thirteenth day of
February in the Year of our Lord one thousand nine hundred and thirty-seven.

/s/ Charles H. Schoch
------------------------------
Deputy Superintendent of Banks
<PAGE>

CERTIFICATE OF CHANGE OF NAME

-of-

J. HENRY SCHRODER TRUST COMPANY

-to-

SCHRODER TRUST COMPANY

----------

Pursuant to Section 40 of the General Corporation Law.

--------------------

We, the undersigned, being the holders of record of all of the
outstanding shares of stock of J. Henry Schroder Trust Company entitled to vote
on the change of name effected by this certificate, HEREBY CERTIFY as follows:

1. The name of the Corporation is J. HENRY SCHRODER TRUST COMPANY.

2. The date of filing of the Certificate of Organization in the
Office of the Superintendent of Banks is April 2, 1929, and in the Office of the
Clerk of the County of New York is April 4, 1929.

3. The new name to be assumed is SCHRODER TRUST COMPANY.

IN WITNESS WHEREOF, we have executed this
<PAGE>

Certificate this 8th day of February, 1937.

J. HENRY SCHRODER BANKING CORPORATION

By /s/
----------------------------
Pres.

ATTEST:

/s/
- -------------------------
(SEAL)

/s/ (L.S.)
----------------------

By /s/
-------------------------
Attorney.

/s/
----------------------------

-2-
<PAGE>

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

On the 8th day of February, 1937, before me personally came Gerald
F. Beal, to me known, who, being by me duly sworn, did depose and say that he
resides in New York, New York; that he is President of J. Henry Schroder Banking
Corporation, the corporation described in, and which executed the foregoing
Certificate; that he knows the seal of said corporation; that the seal affixed
to said Certificate is such corporate seal; that it was so affixed by order of
the Board of Directors of said corporation, and that he signed his name thereto
by like order.

/s/ Robert Sieger
-----------------------------------

ROBERT SIEGER, NOTARY PUBLIC
Bronx County No. 115, Register No. 58-S-38
Cert. filed in N.Y. Co. No. 742, Reg. No. 8-S-429
Cert. filed in Kings Co. No. 260, Reg. No. 8365
Certs. filed in Westchester Co. Clerk & Register
Commission Expires March 30th, 1938
<PAGE>

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

On this 8th day of February, 1937, before me personally appeared
Gerald F. Beal, to me personally known, and known to me to be the individual
described in and who executed the foregoing Certificate, and acknowledged that
he executed the same.

/s/ Robert Sieger
-------------------------------------------------

ROBERT SIEGER, NOTARY PUBLIC
Bronx County No. 115, Register No. 58-S-38
Cert. filed in N.Y. Co. No. 742, Reg. No. 8-S-439
Cert. filed in Kings Co. No. 260, Reg. No. 8365
Certs. filed in Westchester Co. Clerk & Register
Commission Expires March 30th, 1938
<PAGE>

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

On this 8th day of February, 1937, before me personally appeared
Norbert A. Bogdan, to me personally known, and known to me to be the individual
described in and who executed the foregoing Certificate, and acknowledged that
he executed the same.

/s/ Robert Sieger
-------------------------------------------------

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

On this 8th day of February, 1937, before me personally appeared V.
Lada-Mocarski, to me personally known, and known to me to be the individual
described in and who executed the foregoing Certificate, and acknowledged that
he executed the same.

/s/ Robert Sieger
-------------------------------------------------

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

On this 8th day of February, 1937, before me personally appeared
Manuel E. Rionda, to me personally known, and known to me to be the individual
described in and who executed the foregoing Certificate, and acknowledged that
he executed the same.

/s/ Robert Sieger
-------------------------------------------------

STATE OF NEW YORK )
: SS:
COUNTY OF NEW YORK )

On this 8th day of February, 1937, before me personally appeared
Thomas A. Shields, to me personally known, and known to me to be the individual
described in and who executed the foregoing Certificate, and acknowledged that
he executed the same.

/s/ Robert Sieger
-------------------------------------------------

STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK )

On this 8th day of February 1937, before me personally appeared
William A. Tucker, to me personally known, and known to me to be the individual
described in and who executed the foregoing Certificate, and acknowledged that
he executed the same.

/s/ Robert Sieger
------------------------------------
ROBERT SIEGER, NOTARY PUBLIC
Bronx County No. 115, Register No. 38-S-38
Cert. filed in N.Y. Co. No. 742, Reg. No. 8-S-429
Cert. filed in Kings Co. No. 260, Reg. No. 8365
Cert. filed in Westchester Co. Clerk & Register
Commission Expires March 30th, 1938
<PAGE>

STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK )

On this 8th day of February 1937, before me personally appeared
Henry Bauer, to me personally known to be the person described and appointed
attorney in fact in and by a certain power of attorney executed by Harold A.
Sutphen, bearing date the 10th day of December, 1936, and acknowledged to me
that he had executed the foregoing Certificate as the act of the said Harold A.
Sutphen.

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

On the 8th day of February, 1937, before me personally appeared
ALLEN W. DULLES, to me personally known, and known to me to be the individual
described in and who executed the foregoing Certificate and acknowledged that he
executed the same.

/s/ Ernest V. Downey
------------------------------------
Ernest V. Downey
<PAGE>

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

On this 8th day of February, 1937, before me personally came Henry
Bauer, to me known, who, being by me duly sworn, did depose and say that he is
Secretary of J. Henry Schroder Trust Company and that the persons who have
executed the foregoing Certificate in person or by proxy constitute the holders
of record of all the outstanding shares of the corporation entitled to vote
thereon.

J. HENRY SCHRODER TRUST COMPANY

I, JOSEPH J. GRANAHAN, Assistant Trust Officer of J. Henry Schroder
Trust Company, a corporation organized and existing under the laws of the State
of New York, DO HEREBY CERTIFY that the attached document is a true and correct
photostatic copy of a certain power of attorney executed by Harold A. Sutphen on
December 10, 1936, which power of attorney is still in full force and effect at
the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said J. Henry Schroder Trust Company this 9th day of February,
l937.

/s/
-------------------------------
<PAGE>

CERTIFICATE OF CHANGE OF NAME

J. HENRY SCHRODER TRUST COMPANY

SCHRODER TRUST COMPANY

Pursuant to Section 40
of the General Corporation Law

-------------------

Dated, February 8, 1937.

Filed in the office of the Superintendent
of Banks, State of New York, this
13th day of February 1937

/s/
------------------------------
Deputy Superintendent of Banks

Sullivan & Cromwell
48 Wall Street.
N.Y. City.
<PAGE>

State of New York
Banking Department

**********************************
In the matter of proposed change *
in the number of directors *
*
of *
*
J. HENRY SCHRODER TRUST COMPANY *
**********************************

I, ROBERT A. BARNET, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE of a change in the number of directors of J. HENRY
SCHRODER TRUST COMPANY, located at New York, N.Y., from not less than seven nor
more than thirty (30), to not less than five (5) nor more than fifteen (15), in
accordance with the provisions of Section 35 of the Stock Corporation Law.

Witness my hand and official seal of the City of Albany this twentieth day of
January, in the Year of our Lord one thousand nine hundred and thirty-six.

/s/ Robert A. Barnet
-----------------------------------
Deputy Superintendent of Banks
<PAGE>

CERTIFICATE OF CHANGE IN THE NUMBER OF DIRECTORS
OF J. HENRY SCHRODER TRUST COMPANY PURSUANT TO
SECTION 35 OF THE STOCK CORPORATION LAW

The undersigned President and Secretary of J. Henry Schroder Trust Company
hereby certify to the following:

1. That the name of the corporation is J. Henry Schroder Trust Company
and that this is the name under which said corporation was
originally incorporated;

2. That the date of filing of the certificate of incorporation in the
office of the Superintendent of Banks is April 2, 1929, and in the
office of the Clerk of the County of New York is April 4, 1929.

3. That the number of Directors of the Corporation previously
authorized is not less than seven nor more than thirty and that the
number of Directors of the Corporation shall hereafter be not less
than five nor more than fifteen.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and the
official seal of J. Henry Schroder Trust Company this 15th day of January, 1936.

/s/ Thomas A. Shields /s/ Gerald F. Beal
- ----------------------------- -----------------------------
Secretary. President.

STATE OF NEW YORK )
SS.:
COUNTY OF NEW YORK )

Before me this 15th day of January, 1936, personally appeared Gerald F.
Beal and Thomas A. Shields, to me known and known to me to be the persons
described in and who executed the foregoing certificate, and they severally duly
acknowledged to me that they executed the same.

/s/ Hazel W. Nunlist
-----------------------------------
HAZEL W. NUNLIST
Notary Public, Kings Co. No. 107
Cert. filed in N.Y. Co, No. 75, Reg. No. 7944
Commission expires March 30th, 1937.
<PAGE>

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

On this 15th day of January, 1936, before me personally came GERALD
F. BEAL and THOMAS A. SHIELDS, to me known, who, being by me duly and severally
sworn, each for himself, deposes and says:

That he, said GERALD F. BEAL, is President and that he, said THOMAS
A. SHIELDS, is Secretary of J. Henry Schroder Trust Company, and they have been
authorized to execute and file the foregoing certificate by the vote, cast in
person or by proxy, of the holders of record of all of the outstanding shares of
stock of the corporation entitled to vote thereon, and that such votes were cast
at a Stockholders' Meeting held upon notice to every stockholder of record
entitled to vote thereon, as prescribed in Section 45 of the Stock Corporation
Law, and that such meeting was held on the 15th day of January, 1936.

/s/ Gerald F. Beal
------------------------------
President.

/s/ Thomas A. Shields
------------------------------
Secretary.

Sworn to before me this
15th day of January, 1936.

/s/ Hazel W. Nunlist
-----------------------------------
HAZEL W. NUNLIST
Notary Public, Kings Co. No. 107
Cert. filed in N.Y. Co, No. 75, Reg. No. 7944
Commission expires March 30th, 1937.
<PAGE>

J. HENRY SCHRODER TRUST
COMPANY

****************************

Certificate of reduction
of number of directors.

Filed in the office of the Superintendent
of Banks, State of New York, this
20th day of January, 1936

/s/ Peter Shiffer
-----------------------------------------
Asst. Deputy Superintendent
<PAGE>

State of New York,
Banking Department

I, CHARLES H. SCHOCH, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE of an increase of capital stock of J. HENRY SCHRODER
TRUST COMPANY located in the Borough of Manhattan, City of New York, from Seven
Hundred Thousand (700,000) Dollars, consisting of Seven Thousand (7,000) Shares
of the par value of One Hundred (100) Dollars each, to One Million Dollars
(1,000,000) to consist of Ten Thousand (10,000) Shares of the par value of One
Hundred (100) Dollars each, as set forth in the foregoing certificate.

Witness, my hand and official seal at the City of Albany this Second day of
April in the Year of our Lord one thousand nine hundred and thirty-four.

/s/ Charles H. Schoch
-------------------------------------
Deputy Superintendent of Banks
<PAGE>

CERTIFICATE OF

INCREASE OF AMOUNT OF CAPITAL STOCK OF

J. HENRY SCHRODER TRUST COMPANY

Pursuant to Section Thirty-Six of the Stock Corporation Law

We, the undersigned, Prentiss N. Gray, President, and Thomas A.
Shields, Secretary, of J. Henry Schroder Trust Company, do hereby certify:

1. The name of the corporation is J. HENRY SCHRODER TRUST COMPANY, and
this is the name under which the said corporation was originally incorporated.

2. The date of filing of the Certificate of Incorporation in the Office of
the Superintendent of Banks is April 2, 1929, and in the Office of the Clerk of
the County of New York is April 4, 1929.

3. The total amount of the previously authorized capital stock is Seven
hundred thousand dollars ($700,000).

4. The total number of shares which it is already authorized to issue is
Seven thousand (7,000), all of which are of the par value of One hundred dollars
($100) each.

5. The number of shares issued and outstanding is Seven thousand (7,000).

6. The amount of capital stock which the Company is hereafter to have is
One million dollars ($1,000,000).
<PAGE>

7. The total number of shares, including those previously authorized,
which the Company may henceforth have is Ten thousand (10,000) shares, all of
which are to be of the par value of One hundred dollars ($100) each.

IN WITNESS WHEREOF, we have subscribed and acknowledged this
certificate in duplicate this 2nd day of April, 1934.

/s/ Prentiss N. Gray
-------------------------------
President

/s/ Thomas A. Shields
-------------------------------
Secretary
<PAGE>

STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK )

On this 2nd day of April, 1934, before me personally came PRENTISS
N. GRAY and THOMAS A. SHIELDS, to me known, who, being by me duly and severally
sworn, each for himself, deposes and says: That he, the said Prentiss N. Gray is
President, and that he, the said Thomas A. Shields, is Secretary of J. Henry
Schroder Trust Company, and that they have been authorized to execute and file
the foregoing certificate by the vote, cast in person or by proxy, of the
holders of record of a majority of the outstanding shares of the corporation
entitled to vote thereon, and that such votes were cast at a Stockholders
meeting held upon notice to every Stockholder of record entitled to vote
thereon, as prescribed in section 45 of the Stock Corporation Law, and that such
meeting was held on the 2nd day of April, l934.

/s/ Prentiss N. Gray
-------------------------------
President

/s/ Thomas A. Shields
-------------------------------
Secretary

Subscribed & sworn to
before me this 2nd day
of April, 1934

/s/ Hazel W. Nunlist
- ---------------------------------------------
HAZEL W. NUNLIST
Notary Public, Kings Co. No. 107
Cert. filed in N.Y. Co, No. 75, Reg. No. 7944
Commission expires March 30th, 1935.
<PAGE>

CERTIFICATE OF

INCREASE OF AMOUNT OF CAPITAL STOCK OF

J. HENRY SCHRODER TRUST COMPANY

Pursuant to Section Thirty-Six of

the Stock Corporation Law.

Filed in the office of the
Superintendent of Banks of the
State of New York, this 2nd day of
April, 1934.

/s/ George A. Coleman
-----------------------------------
Deputy Superintendent of Banks
<PAGE>

State of New York,

Banking Department

I, CHARLES H. SCHOCH, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE of an increase of capital stock of J. HENRY SCHRODER
TRUST COMPANY located in the Borough of Manhattan, City of New York, from Seven
Hundred Thousand (700,000) Dollars, consisting of Seven Thousand (7,000) Shares
of the par value of One Hundred (100) Dollars each, to One Million Dollars
(1,000,000) to consist of Ten Thousand(10,000) Shares of the par value of One
Hundred (100) Dollars each, as set forth in the foregoing certificate.

Witness, my hand and official seal at the City of Albany, this Second day of
April in the Year of our Lord one thousand nine hundred and thirty-four.

/s/ Charles H. Schoch
----------------------------------------
Deputy Superintendent of Banks.
<PAGE>

CERTIFICATE OF
INCREASE OF AMOUNT OF CAPITAL STOCK OF
J. HENRY SCHRODER TRUST COMPANY

Pursuant to Section Thirty-Six of the Stock Corporation Law

We, the undersigned, Prentiss N, Gray, President, and Thomas A.
Shields, Secretary, of J. Henry Schroder Trust Company, do hereby certify:

1. The name of the corporation is J. HENRY SCHRODER TRUST COMPANY, and
this is the name under which the said Corporation was originally incorporated.

2. The date of filing of the Certificate of Incorporation in the Office of
the Superintendent of Banks is April 2, 1929, and in the Office of the Clerk of
the County of New York is April 4, 1929.

3. The total amount of the previously authorized capital stock is Seven
hundred thousand dollars ($700,000).

4. The total number of shares which it is already authorized to issue is
Seven thousand (7,000), all of which are of the par value of One hundred dollars
($100) each.

5. The number of shares issued and outstanding is Seven thousand (7,000).

6. The amount of capital stock which the Company is hereafter to have is
One million dollars ($1,000,000).
<PAGE>

IN WITNESS WHEREOF, we have subscribed and acknowledged this
certificate in duplicate this 2nd day of April, 1934.

/s/ Prentiss N. Gray
----------------------------------------
President

/s/ Thomas A. Shields
----------------------------------------
Secretary

-2-
<PAGE>

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 2nd day of April, 1934, before me personally came PRENTISS N. GRAY
and THOMAS A. SHIELDS, to me known, who, being by me duly and severally sworn,
each for himself, deposes and says: That he, the said Prentiss N. Gray is
President, and that he, the said Thomas A. Shields, is Secretary of J. Henry
Schroder Trust Company, and that they have been authorized to execute and file
the foregoing certificate by the vote, cast in person or by proxy, of the
holders of record of a majority of the outstanding shares of the corporation
entitled to vote thereon, and that such votes were cast at a Stockholders
meeting held upon notice to every Stockholder of record entitled to vote
thereon, as prescribed in section 45 of the Stock Corporation Law, and that such
meeting was held on the 2nd day of April, 1934.

/s/ Prentiss N. Gray
----------------------------------------
President

/s/ Thomas A. Shields
----------------------------------------
Secretary

Subscribed & sworn to
before me this 2nd day
of April, 1934.

/s/ Hazel W. Nunlist

HAZEL W. NUNLIST
Notary Public, Kings Co. No. 144
Cert. Filed in N.Y. Co. No. 123, Reg. No. BN78
Commission expires March 30th, 1935
<PAGE>

CERTIFICATE OF
INCREASE OF AMOUNT OF CAPITAL STOCK
OF
J. HENRY SCHRODER TRUST COMPANY

Pursuant to Section Thirty-Six of
the Stock Corporation Law.

Filed in the office of the
Superintendent of Banks of the
State of New York, this 2nd day of
April, 1934.

/s/ George A. Coleman
- -------------------------------
Deputy Superintendent of Banks
<PAGE>

State of New York,

Banking Department

***********************************
In the matter of proposed change in
number of directors
of
J. HENRY SCHRODER TRUST COMPANY
***********************************

I, GEORGE A. COLEMAN, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE of a change in number of directors of the J. HENRY
SCHRODER TRUST COMPANY, New York, N.Y., from eleven (11), the present number, to
a number not less than seven nor more than thirty, in accordance with the
provisions of Section 35 of the Stock Corporation Law.

Witness, my hand and official seal at the City of Albany, this twenty-fourth day
of January, in the Year of our Lord one thousand nine hundred and thirty-one.

/s/ George A. Coleman
----------------------------------------
Deputy Superintendent of Banks
<PAGE>

CERTIFICATE OF CHANGE IN THE NUMBER OF DIRECTORS
OF J. HENRY SCHRODER TRUST COMPANY PURSUANT TO
SECTION 35 OF THE STOCK CORPORATION LAW

The undersigned President end Secretary of J. Henry Schroder Trust Company
hereby certify to the following:

1. That the name of the corporation is J. Henry Schroder Trust Company
and that this is the name under which said corporation was
originally incorporated;

3. That the number of directors of the corporation previously
authorized by the By-Laws of the corporation in accordance with the
certificate of incorporation is eleven, and that the number of
directors of the corporation shall hereafter be no less than seven
nor more than thirty.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and the
official seal of J. Henry Schroder Trust Company this 21st day of January, 1931.

/s/ Prentiss N. Gray /s/ Thomas A. Shields
- -------------------------------------- ---------------------------------------
President Secretary

STATE OF NEW YORK, )
) ss.:
COUNTY OF NEW YORK )

Before me, this 21st day of January, 1931, personally appeared Prentiss N.
Gray and Thomas A. Shields, to me known and known to me to be the persons
described in and who executed the foregoing Certificate, and they severally duly
acknowledged to me that they executed the same.

/s/ Hazel W. Nunlist
-----------------------------------------------
Notary Public, Kings Co. No. 150
Cert. Filed in N.Y. Co. No. 103. Reg. No. 1A70
Commission expires March 30th, 1931
<PAGE>

STATE OF NEW YORK )
) SS:
COUNTY 0F NEW YORK )

On this 21st day of January, 1931, before me personally came PRENTISS N.
GRAY and THOMAS A. SHIELDS, to me known, who, being by me duly and severally
sworn, each for himself, deposes and says:

That he, said PRENTISS N. GRAY, is President and that he, said THOMAS A.
SHIELDS, is Secretary of J. Henry Schroder Trust Company, and they have been
authorized to execute and file the foregoing certificate by the vote, cast in
person or by proxy, of the holders of record of a majority of the outstanding
shares of the corporation entitled to vote thereon, and that such votes were
cast at a Stockholders Meeting held upon notice to every stockholder of record
entitled to vote thereon, as prescribed in Section 45 of the Stock Corporation
Law, and that such meeting was held on the 21st day of January, 1931.

/s/ Prentiss N. Gray
----------------------------------------
President

/s/ Thomas A. Shields
----------------------------------------
Secretary

Sworn to before me this
21st day of January, 1931.

/s/ Hazel W. Nunlist
- ------------------------------------------------
Notary Public, Kings Co. No. 150
Cert. Filed in N.Y. Co. No. 103. Reg. No. 1A70
Commission expires March 30th, 1931
<PAGE>

Certificate of change in
number of directors
of
J. Henry Schroder Trust
Company

3727

Filed in the office of the Superintendent
of Banks, State of New York, This
24th day of January 1931
/s/ George A. Coleman
------------------------------
Deputy Superintendent of Banks
<PAGE>

Exhibit 1 to Incorporators' and Subscribers' Minutes, Oct. 18, 1923.

J. HENRY SCHRODER BANKING CORPORATION

Organization Certificate

WE, the undersigned, all being persons of full age, at least two-thirds of
whom are citizens of the United States and at least one of whom is a resident of
the State of New York, desiring to form a moneyed corporation pursuant to the
provisions of Article VII of the Banking Law of the State of New York, for the
purpose of engaging in international and foreign banking and banking in
dependencies and insular possessions of the United states, either directly or
through the agency, ownership or control of local institutions in foreign
countries and in such dependencies and insular possession, and to purchase or
otherwise acquire, hold, sell, offer for sale and negotiate shares of stock and
other choses in action and to possess and exercise such other powers as now are
or may hereafter be conferred upon investment companies, except as hereinafter
otherwise provided, hereby subscribe, acknowledge and submit to the
Superintendent of Banks, this organization certificate in duplicate: -

1. The name by which the proposed company is to be known is J. HENRY
SCHRODER BANKING CORPORATION.

2. The places where its business is to be transacted are the Borough of
Manhattan, in the City, County and State of New York and such other places in
and outside the State of New York as may from time to time be lawfully
designated.

3. The proposed company is not being organized for the purpose of
exercising the powers set forth in sub-divisions four and five of Section Two
hundred ninety-three of Chapter Two
<PAGE>

ii.

of the Consolidated Laws, being the Banking Law, of the State of New York.

4. The amount of its capital stock is to be two million dollars
($2,000,000) and, the number of shares into which such capital stock shall be
divided is twenty thousand (20,000) shares of the par value of one hundred
dollars ($100) each. The stock of the corporation shall be issued upon the terms
and conditions following:-

(a) The holders of record of the stock of the corporation shall be
entitled to share pro rata in all dividends declared by the board of directors
in proportion to the amounts actually paid to the corporation in respect of such
stock, whether as capital or paid in surplus, prior to the date of the
declaration of any such dividend.

(b) In the event of any liquidation, dissolution or winding up of the
corporation the holders of the stock shall be entitled to share pro rata in all
the assets of the corporation in proportion to the amounts actually paid to the
corporation in respect of such stock, whether as capital or paid in surplus,
prior to the date of the distribution of such assets.

(c) No holder of stock of the corporation shall have any pre-emptive right
of subscription to any shares of stock of the corporation, or to any obligations
convertible into any stock, nor any right of subscription to any thereof, other
than such, if any, as the board of directors in its discretion may determine.

5. The full name, residence and post-office address of
<PAGE>

iii

each of the incorporators and the number of shares subscribed for by each are as
follows:-

Full name Residence and Post- No. of
--------- office Address Shares
------------------ ------

Prentiss N. Gray Larchmont, N.Y. 4

William B. Walsh 26 Rutland Road,
Brooklyn, N.Y. 1

Edwin P. Shattuck 26 East 78th Street,
New York, N.Y. 1

Garrard Glenn 57 East 92nd Street,
New York, N.Y. 1

Carl R. Ganter 70 West 55th Street,
New York, N.Y. 1

Leslie H. Buckler 5 East 84th Street,
New York, N.Y. 1

Frank W. Demuth 1411 University Avenue,
New York, N.Y. 1

6. The term of its existence shall be perpetual.

7. The number of its directors shall be seven and the names and addresses
of the incorporators who shall be its directors until the first annual meeting
of stockholders are as follows:-

Name Address
---- -------

Prentiss N. Gray Larchmont, N.Y.

William B. Walsh 26 Rutland Road, Brooklyn, N.Y.

Edwin P. Shattuck 26 East 78th Street, New York, N.Y.

Garrard Glenn 57 East 92nd Street, New York, N.Y.

Carl R. Ganter 70 West 55th Street, New York, N.Y.

Leslie H. Buckler 5 East 84th Street, New York, N.Y.

Frank W. Demuth 1411 University Avenue, New York, N.Y.
<PAGE>

8. The following are provisions for the regulation of the business and the
conduct of the affairs of the corporation, and limitations upon its powers and
upon the powers of its directors and stockholders, not exempting them from the
performance of any obligation or the performance of any duty imposed by law:-

(a) Each subscriber for stock issued at a price in excess of its par value
shall remain liable to the corporation upon his subscription until it shall be
fully paid unless and until the corporation shall in writing consent to the
transfer of such stock to another person or other persons who shall assume the
payment of the amounts unpaid in respect thereof.

(b) Any part of the stock (except the stock originally issued) may be
issued as partly paid stock, subject to calls thereon until the whole thereof
shall have been paid in. The corporation may declare and may pay dividends upon
the basis of the amount actually paid upon the respective shares of stock
(whether greater or less than the par value thereof) instead of upon the par
value thereof.

(c) No contract or other transaction between the corporation and any other
corporation shall be affected or invalidated by the fact that any one or more of
the directors of this corporation is or are interested in, or is a director or
officer, or are directors or officers, of such other corporation, and any
director or directors, individually or jointly, may be a party or parties to, or
may be interested in, any contract or transaction of this corporation or in
which this corporation is
<PAGE>

interested, and no contrast, act or transaction of this corporation with any
person or persons shall be affected or invalidated by the fact that any director
or directors of this corporation is a party, or are parties, to or interested in
such contract, act or transaction, or in any way connected with such person or
persons; and each and every person who may become a director of this corporation
is hereby relieved from any liability that might otherwise exist from
contracting with the corporation for the benefit of himself or any firm,
association or corporation in which he may be in anywise interested, provided he
shall disclose the nature of his interest and shall not vote as a director in
favor of any such transaction.

IN WITNESS WHEREOF we have subscribed and acknowledged this organization
certificate in duplicate the 21st day of September, 1923.

Prentiss N. Gray (Seal)
William B. Walsh (Seal)
Edwin P. Shattuck (Seal)
Garrard Glenn (Seal)
Carl R. Ganter (Seal)
Leslie H. Buckler (Seal)
Frank W. Demuth (Seal)

STATE 0F NEW YORK )
) ss.:
County of New York )

On this 21st day of September, 1923, before me personally came and
appeared PRENTISS N. GRAY, WILLIAM B. WALSH, EDWIN P.
<PAGE>

SHATTUCK, GARRARD GLENN, CARL R. GANTER, LESLIE H. BUCKLER and FRANK W. DEMUTH,
to me known and known to me to be the persons described in and who executed the
foregoing certificate, and they severally duly acknowledged to me that they
executed the same for the uses and purposes therein set forth.

Vella McLaughlin

Notary Public, Kings Co. No. 127
Ctf. Filed in New York Co. No. 75
Commission expires Mar. 30, 1925.
(Seal)

No................

State of New York, )
: ss.:
County of New York, )

I, James A. Donogan, Clerk of the said County and Clerk of the Supreme
Court of said State for said County, DO CERTIFY, That I have compared the
preceding with the original certificate of Incorporation of

- --------------------------------------------------------------------------------
J. Henry Schroder Banking
- --------------------------------------------------------------------------------
Corporation
- --------------------------------------------------------------------------------

on file in my office, and that the same is a correct Transcript therefrom, and
of the whole of such original.

Indorsed Filed. Recorded Oct. 2 1923 2 59 p.m.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal, this 25 day of Oct. 1923

/s/ James A. Donogan Clerk.

<PAGE>

Exhibit 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the issuance by Bradlees Stores, Inc.,
of its 9% Secured Convertible Notes due 2004, we hereby consent that reports of
examinations by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

IBJ WHITEHALL BANK & TRUST COMPANY

By: /s/Luis Perez
-------------------------------
Luis Perez
Assistant Vice President

Dated: January 25, 1999
<PAGE>

Exhibit 6

CONSENT OF TRUSTEE

IBJ WHITEHALL BANK & TRUST COMPANY

By: _____________________________
Luis Perez
Assistant Vice President

Dated: January 25, 1999

<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries

Report as of September 30, 1998

<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN THOUSANDS
------ ----------------
<S> <C> <C>
1. Cash and balance due from depository institutions:
a. Non-interest-bearing balances and currency and coin................ $ 42,702
b. Interest-bearing balances.......................................... $ 13,444

2. Securities:
a. Held-to-maturity securities........................................ $ 191,921
b. Available-for-sale securities...................................... $ 118,931

3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries and in IBFs:

Federal Funds sold and Securities purchased under agreements to resell... $ 79,838

4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income................ $1,938,005
b. LESS: Allowance for loan and lease losses............... $ 63,361
c. LESS: Allocated transfer risk reserve................... $ 0
d. Loans and leases, net of unearned income, allowance, and reserve... $1,874,644

5. Trading assets held in trading accounts.................................. $ 462

6. Premises and fixed assets (including capitalized leases)................. $ 1,922

7. Other real estate owned.................................................. $ 819

8. Investments in unconsolidated subsidiaries and associated companies...... $ 0

9. Customers' liability to this bank on acceptances outstanding............. $ 371

10. Intangible assets........................................................ $ 11,167

11. Other assets............................................................. $ 68,097

12. TOTAL ASSETS............................................................. $2,404,318
</TABLE>
<PAGE>

LIABILITIES
-----------
<TABLE>
<CAPTION>
<S> <C> <C>
13. Deposits:
a. In domestic offices.................................................... $ 682,904

(1) Noninterest-bearing............................ $ 135,253
(2) Interest-bearing............................... $ 547,651

b. In foreign offices, Edge and Agreement subsidiaries, and IBFs.......... $1,154,887

(1) Noninterest-bearing............................ $ 17,024
(2) Interest-bearing............................... $1,137,863

14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:

Federal Funds purchased and Securities sold under agreements to repurchase... $ 91,000

15. a. Demand notes issued to the U.S. Treasury............................... $ 12,693

b. Trading Liabilities.................................................... $ 239

16. Other borrowed money:
a. With a remaining maturity of one year or less.......................... $ 31,002
b. With a remaining maturity of more than one year........................ $ 1,375
c. With a remaining maturity of more than three years..................... $ 1,550

17. Not applicable...............................................................

18. Bank's liability on acceptances executed and outstanding..................... $ 371

19. Subordinated notes and debentures............................................ $ 100,000

20. Other liabilities............................................................ $ 76,658

21. TOTAL LIABILITIES............................................................ $2,152,679

22. Limited-life preferred stock and related surplus............................. $ N/A

EQUITY CAPITAL

23. Perpetual preferred stock and related surplus................................ $ 0

24. Common stock................................................................. $ 29,649

25. Surplus (exclude all surplus related to preferred stock)..................... $ 217,008

26. a. Undivided profits and capital reserves................................... $ 4,112

b. Net unrealized gains (losses) on available-for-sale securities........... $ 870

27. Cumulative foreign currency translation adjustments.......................... $ 0

28. TOTAL EQUITY CAPITAL......................................................... $ 251,639

29. TOTAL LIABILITIES AND EQUITY CAPITAL......................................... $2,404,318
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